PRUDENTIAL FINANCIAL INC — Director's Dealing 2012

Aug 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2012-08-28

Reporting Person: HORNER CONSTANCE J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-28	Common Stock	M	23811.0000	$53.8300	Acquired	24887.3600	Direct
2012-08-29	Common Stock	S	13200.0000	$54.2600	Disposed	11687.3600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-28	Notional Shares - Mandatory	$0.0000	M	23811.0000	Disposed		Common Stock (23811.0000)	Direct

Footnotes

F1: Mandatory nondiscretionary transaction executed pursuant to the issuer's deferred compensation plan for non-employee directors.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.25 to $54.28, inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

F3: Each notional share - mandatory represents a deferred stock unit and entitles the holder thereof with the right to receive one share of Issuer common stock under the Issuer's deferred compensation plan for non-employee directors.

F4: Such shares are issuable, at the election of the reporting person, to begin on either (i) a date prior to the reporting person's retirement date, provided that such date is no earlier than the January 1 in the year following the plan period during which such fees would otherwise have been payable to the reporting person, (ii) within 90 days following the reporting person's retirement date, or (iii) such later date as selected by the reporting person, provided however, that payment must commence in the year the reporting person attains age 70 1/2.